The Chairman of the Company and the Board is not an Independent Director. There are three (3) Independent Directors out of nine (9) Board members. The Board has reviewed and will continue to assess the Board composition and effectiveness on an annual basis. The Board believes that its current Board composition provides the appropriate balance in terms of skills, knowledge and experience in creating, protecting and enhancing the interests and values of all shareholders and stakeholders and in overseeing the conduct of businesses and to properly run the WB Group effectively. As the Chairman is also a shareholder who has substantial interest in the Company, he is well placed to act on behalf of shareholders and stakeholders and in their best interest and in providing Board leadership. The Board believes in recognising and retaining high performance, talented and dedicated Board members, Senior Management and workforce regardless of gender, ethnicity and age with the required merits, knowledge, experience, expertise, competencies, professionalism, integrity and ability in discharging their responsibility and capability in contributing to the Board and the organisation. Hence, the Board has established a Diversity Policy which came into effect on 27 November 2018 and is last reviewed by the Board on 23 November 2022. The Diversity Policy is available on the Company’s website at www.wascoenergy.com. 1.4 Division of Roles and Responsibilities between the Chairman and the Managing Director/Chief Executive Officer The Board is led by Dato’ Seri Robert Tan Chung Meng as the Non-Independent Non-Executive Chairman and Mr Gian Carlo Maccagno as the Managing Director/Group Chief Executive Officer (“CEO”). There is a clear separation between the Chairman’s role and the Managing Director/Group CEO’s role to ensure a division of responsibilities and a balance of control, power and authority. The Chairman leads and manages the Board with a keen focus on governance and compliance. In turn, the Board monitors the functions of the Board Committees in accordance with their respective terms of reference to ensure its own effectiveness, while the Managing Director/Group CEO manages the businesses and operations of the Group and implements and develops the Board’s decisions, policies and strategies. The Chairman of the Board does not serve on the Audit Committee, Nomination and Remuneration Committee and Governance, Compliance and Risk Committee to ensure check and balance as well as objective review by the Board. 1.5 Senior Independent Non-Executive Director The Board has identified Tan Sri Saw Choo Boon as the Senior Independent Non-Executive Director of the Board, to whom concerns relating to the Group may be conveyed by shareholders and other stakeholders. All concerns relating to the Group can be conveyed to him via his electronic mail address at sawchooboon@gmail.com. 1.6 Board Meetings The Board meetings for each financial year are scheduled before the end of the preceding financial year, to enable the Directors to plan ahead and fit the year’s meetings into their own schedules. The Board meets on a scheduled basis of at least four (4) times a year and has a formal schedule of matters specifically reserved for the Board to decide in order to ensure that the direction and control of the Company firmly rests in its hands, for example strategic financial and investment decisions. Additional or ad hoc Board meetings can be convened as and when necessary. Corporate Governance Overview Statement 125 Wasco Berhad
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